GOTO-IN-A-BOX AGREEMENT\n\nThis GoTo-in-a-Box Agreement (the \"Agreement\") is entered into and effective as\nof April 15, 2001, by and between MICROSOFT CORPORATION, a Washington\ncorporation, located at One Microsoft Way, Redmond, WA 98052 (\"Microsoft\") and\nGOTO.COM, INC., a Delaware corporation located at 74 N. Pasadena Avenue, Third\nFloor, Pasadena, CA 91103 (\"Company\").\n\nRECITALS\n\nCompany owns and makes available to Internet users a search service enabling Web\nusers to conduct searches to locate information on the Internet.\n\nMicrosoft wishes to provide its end-users of the MSN Search Pane the ability to\naccess Company's Search Service in accordance with the terms and conditions of\nthis Agreement.\n\nAGREEMENT\n\n1. DEFINITIONS\n\n1.1 \"Baseline Click Through Rate\" means the greater of (i) [*] and (ii) [*]\n of the Trial Period Click Through Rate. Both parties shall mutually\n determine and confirm in writing the Baseline Click Through Rate anytime\n before the entering into the GTIAB Term. If the parties agree to enter\n into the Enhanced Placement as set forth in Exhibit A Section C (or as\n otherwise agreed between the parties), the Baseline Click Through Rate\n shall be adjusted to [*].\n\n1.2 \"Click Through\" means an end-user action associated with clicking on\n Company Search Results on the MSN Search Pane.\n\n1.3 \"Click Through Rate\" means the percentage of Queries that end-users\n click on Company Search Results, measured over a [*] period.\n\n1.4 \"Company Search Results\" mean the results that Company Search Service\n returns in response to an end-user Query.\n\n1.5 \"Effective Date\" means April 15, 2001.\n\n1.6 \"GoTo-in-a-Box (GTIAB) Term\" means the twelve (12) month period\n commencing upon July 1, 2001, following the completion of the Trial\n Period Term, during which Microsoft will provide [*] Queries\n (\"Guaranteed Queries\"). If Microsoft does not deliver all of the Trial\n Period Guaranteed Queries during the Trial Period, and if the parties\n choose to commence the GTIAB Term, then the under-delivered Trial Period\n Guaranteed Queries will be added to the Guaranteed Queries.\n\n1.7 \"Gross Revenue\" means all amounts recognized by Company for Click\n Throughs immediately after an end-user performs a search or initiates a\n Query, less (i) credit card charges, (ii) bad debt (which shall not\n exceed [*]% of the total amount recognized by Company for Click\n Throughs) and (iii) any refunds Company pays to its advertisers.\n\n1.8 \"IE 4.x or 5.x\" means the United States versions of Microsoft Internet\n Explorer version 4.0 or 5.0 as applicable and any subsequent updates to\n such versions, and any other version (and update thereto) of Microsoft\n Internet Explorer released during the Term that offers any MSN Search\n Pane (except for versions that offer Search Services that are\n exclusively provided by and branded by other third\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\nCompany Search Services Agreement\n\n\n Page 1\n\n parties).\n\n1.9 \"Impression\" means an end-user visible exposure of the MSN Search Pane.\n\n1.10 \"Look and Feel\" means the general appearance and operation of the MSN\n Search Pane.\n\n1.11 \"MSN Search Pane\" means an MSN-branded Search Pane that all Search Pane\n users use except those who were assigned to an alternative search\n provider or chose an alternative search provider. The MSN Search Pane\n exhibits functionality exclusively determined by MSN as is shown in\n Exhibit A.\n\n1.12 \"Paid Search Results\" mean Company Search Results paid for by Company's\n advertisers.\n\n1.13 \"Primary Web Site\" means the Company Web site currently located at the\n URL http:\/\/www.goto.com, or any successor site thereof.\n\n1.14 \"Restricted Terms\" mean terms related to adult content for which Company\n will not return Company Search Results.\n\n1.15 \"Query\" means an end-user action associated with clicking on a space\n provided for submitting a search on the MSN Search Pane. The end-user\n action may be preceded by the insertion of text into a space provided\n for such a purpose. For the avoidance of doubt, searches performed by a\n bot, macro program, Internet agent or other automated means are not\n associated with an end-user action and therefore do not constitute a\n Query.\n\n1.16 \"Search Button\" means the button featured as part of IE 4.x or 5.x that\n is accessible to end-users and is labeled \"Search\" (or similar term) or\n such other successor features implemented by Microsoft which provide a\n similar function.\n\n1.17 \"Search Pane\" means the section within the Web page that is delivered to\n end-users when they click the Search Button contained within IE 4.x and\n 5.x. The Search Pane contains all its elements within a vertical\n rectangle 200 pixels wide by 430 pixels tall (the default size of the\n IE4 and IE 5 Panes). The Pane is a very small space, and is intended to\n be as functional as possible.\n\n1.18 \"Search Service\" means a service that performs searches of a database of\n URLs and\/or the Internet based on requests submitted over the Internet.\n\n1.19 \"Term\" means the period during which Microsoft will deliver Queries to\n Company, commencing on the Effective Date and continuing through (i) the\n Trial Period Term or (ii) the GTIAB Term if the parties mutually agree\n to extend as set forth in Section 2.3, unless earlier terminated or\n extended as provided in this Agreement.\n\n1.20 \"Trademarks\" means Company's Search Service logos as set forth on\n Exhibit C and the Company trade names that are owned by or licensed to\n Company and provided by Company to Microsoft under this Agreement.\n\n1.21 \"Trial Period Click Through Rate\" means the percentage of Queries that\n end-users click on Company Search Results over the Trial Period Term.\n\n1.22 \"Trial Period Term\" means the initial period commencing upon the\n Effective Date and ending June 30, 2001, during which time Microsoft\n will provide [*] Queries (\"Trial Period Guaranteed Queries\").\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\nCompany Search Services Agreement\n\n\n Page 2\n\n\n\n2. OBLIGATIONS\n\n2.1 Provided that Company satisfies its obligations as set forth in this\n Agreement and the Exhibits attached hereto, Microsoft will place the\n Company's Search Service within the MSN Search Pane in accordance with\n the specifications set forth in Exhibit A: Company Search Service\n Placement Specifications, and Exhibit B: Service Level Agreement.\n Microsoft will ensure that all Queries initiated by end-users in the MSN\n Search Pane during the Term will be made available to Company to enable\n Company to return Company Search Results, subject to Company meeting its\n performance and related obligations under Exhibit B. In no event will\n Microsoft be obligated to make available to Company Queries that consist\n of Restricted Terms.\n\n2.2 Company hereby grants to Microsoft non-exclusive, non-transferable,\n limited, royalty free, worldwide limited rights to use and display the\n Trademarks in the Company Search Results section of the MSN Search Pane\n (see Exhibit A for a screen shot of MSN Search Pane) solely in\n connection with the display of Company Search Results, subject to\n Company Trademark Guidelines set forth in Exhibit C.\n\n2.3 GTIAB Term. This Agreement will be automatically extended into the GTIAB\n Term unless on or before June 15, 2001, one party notifies the other\n that it does not wish to so extend, in which case this Agreement will\n expire on the later of (i) June 30, 2001 or (ii) when Microsoft has\n delivered all of the Trial Period Guaranteed Queries.\n\n2.4 Company understands that the MSN Search Pane is not the only branded\n Search Pane; however, Microsoft will ensure that any reallocation of\n traffic among various Search Pane providers will not intentionally\n jeopardize Company's receipt of all of the Guaranteed Queries during\n GTIAB Term.\n\n3. PAYMENTS, REPORTING, AND AUDITS\n\n3.1 For the Trial Period Term, Company will pay to Microsoft the greater of\n (i) [*] and (ii) [*] percent ([*]%) of Gross Revenue during the Trial\n Period Term. Company will pay to Microsoft the [*] in a lump sum on or\n before forty-five (45) days after the Effective Date. At the end of the\n Trial Period Term, a reconciliation will take place, and if [*] is less\n than [*] percent ([*]%) of Gross Revenue, Company will pay Microsoft the\n difference within forty-five (45) days after the end of the Trial Period\n Term. If Microsoft fails to deliver the guaranteed Queries within the\n Trial Period Term, then (i) if the parties do not extend their\n relationship into the GTIAB Term, Microsoft will continue to provide\n Company placement on the MSN Search Pane -- at no additional cost to\n Company -- until the Trial Period Guaranteed Queries are delivered; and\n (ii) if the parties do extend their relationship into the GTIAB Term,\n the undelivered Trial Period Guaranteed Queries will be added to the\n Guaranteed Queries.\n\n3.2 For the GTIAB Term, Company will pay to Microsoft the greater of (i) [*]\n (\"Fixed Payment\") and (ii) [*] percent ([*]%) of Gross Revenue during\n the GTIAB Term (\"Revenue Share Payment\"). Company will pay to Microsoft\n the [*] in monthly installments of [*]. Each monthly installment will be\n due on the thirtieth (30th) day of each calendar month (or if the\n thirtieth day falls on a non-business day, the first business day\n thereafter). At the end of each calendar quarter during the GTIAB Term,\n Company will pay to Microsoft within forty-five (45) days an amount\n equal to (a) [*]% of total Gross Revenue to date minus (b) [*] minus (c)\n the [*]. If Microsoft fails to deliver the Guaranteed Queries by the end\n of the GTIAB Term, Microsoft will continue to provide Company placement\n on the MSN Search Pane until the Guaranteed Queries are delivered.\n During such extension period, Company will not be required to make any\n additional Fixed Payments but Company will continue to be required to\n make Revenue\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\nCompany Search Services Agreement\n\n\n Page 3\n\n\n Share Payments to the extent that [*]% of Gross Revenue exceeds [*]. If\n Microsoft and Company agree to Enhanced Placement as set forth in\n Section C of Exhibit A, then the figures in this Section 3.2 will be\n adjusted accordingly.\n\n3.3 Reporting. On a monthly basis during the Term, Company shall report to\n Microsoft the number of Queries, the number of Click Throughs, and the\n Gross Revenue generated by GTIAB end-users. Such reporting shall be\n completed for each such month during the Term no later than [*] days\n following the end of the month.\n\n3.4 All payments and reports pursuant to this Agreement shall be sent to\n Microsoft at:\n\n [*]\n\n\n3.5 Audit. Microsoft reserves the right to review at any time Company's\n records related to the amount of payment under this Agreement. Such\n review must be through an independent nationally recognized certified\n public accounting firm reasonably acceptable to both parties, which firm\n shall sign Company's reasonable Non-Disclosure Agreement, and occur\n during business hours upon at least five (5) business days' notice. Such\n audit shall be conducted in accordance with generally accepted auditing\n standards. Any such audit may occur a maximum of once per year (unless\n an audit reveals an underpayment as set forth below), and will be at\n Microsoft's expense, unless the audit concludes an underpayment of [*]\n percent ([*]%) or more has occurred. In the case of underpayment by [*]\n percent ([*]%) or more, Company will (i) both pay for the underpayment \n and reimburse Microsoft for the cost of the audit, and (ii) Microsoft \n will have the right to conduct a second audit.\n\n4. NON-EXCLUSIVITY; CONFIDENTIALITY; PRESS RELEASES\n\n4.1 This Agreement is non-exclusive. Nothing in this Agreement will be\n construed as restricting either party's ability to acquire, license,\n develop, manufacture or distribute for itself, or have others acquire,\n license, develop, manufacture or distribute for itself, content,\n software, news, sites, search services, search results or the like,\n which is the same or similar to that contemplated by this Agreement, or\n to market, promote and distribute same in addition to that contemplated\n by this Agreement.\n\n4.2 The parties acknowledge and agree that the terms and conditions of the\n Microsoft Corporation Non-Disclosure Agreement dated as of August 7,\n 1998 (\"NDA\") entered into by and between the parties are incorporated\n into this Agreement as if fully set forth herein and that all of the\n terms of this Agreement (including but not limited to its existence) and\n all discussions, reports and negotiations related thereto are considered\n Confidential Information as defined in the NDA. In the event that any of\n the incorporated terms of the NDA are inconsistent with or conflict with\n this Agreement, then the terms of this Agreement shall control.\n\n4.3 Notwithstanding Section 4.2 above, each party further agrees that the\n incorporated restrictions in the NDA with respect to Confidential\n Information shall survive the termination of this Agreement. Each party\n may disclose the terms and conditions of this Agreement to its\n employees, affiliates and its immediate legal and financial consultants\n on a need to know basis as required in the ordinary course of that\n party's business, provided that such employees, affiliates and\/or legal\n and\/or financial\n\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\nCompany Search Services Agreement\n\n\n Page 4\n\n\n\n consultants agree in writing in advance of disclosure to be bound by the\n NDA and this Section 4, and may disclose Confidential Information as\n required by government or judicial order, provided each party gives the\n other party prompt notice of such order and complies with any protective\n order (or equivalent) imposed on such disclosure.\n\n4.4 Each party acknowledges that monetary damages may not be a sufficient\n remedy for unauthorized disclosure or use of Confidential Information\n and that each party may seek, without waiving any other rights or\n remedies, such injunctive or equitable relief as may be deemed proper by\n a court of competent jurisdiction.\n\n4.5 The parties anticipate issuing a joint press release, or separate press\n releases, regarding this Agreement. Neither party may issue a press\n release or make a public announcement(s) relating to either this\n Agreement or the relationship established by this Agreement without the\n express prior written consent of the other party, which consent will not\n be unreasonably withheld or delayed. If an objection to such a press\n release or public announcement(s) is not received within five (5)\n business days after notice of one party to the other, consent will be\n deemed granted. There will be no press release or public announcement\n relating to this Agreement during the Trial Period Term.\n\n4.6 During the Term, should Microsoft need to respond to public criticism\n relating to this Agreement or any actions under this Agreement,\n Microsoft will be the sole respondent. However Microsoft shall not make\n any statements relating to the Agreement without first receiving written\n approval from Company, which consent shall not be unreasonably withheld.\n If Company does not provide written comments to Microsoft with [*] of\n receipt of a request from Microsoft, approval from Company shall be\n deemed granted.\n\n4.7 Notwithstanding Section 4.5, Company shall have the right to notify its\n advertisers and potential advertisers of the general nature of the\n Agreement (including Company 's estimate of the increase in traffic) in\n order to encourage both Company's advertisers to increase their spending\n with Company and potential advertisers to advertise with Company.\n\n5. WARRANTIES AND INDEMNIFICATION\n\n5.1 Company. Company warrants and represents that: (i) Company has\n sufficient authority to enter into this Agreement, (ii) all materials\n delivered by Company to Microsoft and\/or to end-users accessing the\n Search Service through IE 4.x and\/or 5.x pursuant to this Agreement\n including without limitation the Trademarks, Search Service UI, and\/or,\n solely with respect to its relationship with Microsoft under this\n Agreement, search results do not infringe the copyrights, trademarks,\n service marks or any other proprietary right of any third party; (iii)\n solely with respect to its relationship with Microsoft under this\n Agreement, the Company Search Results provided to Microsoft for\n inclusion in the MSN Search Pane do not and will not contain any\n libelous, or materially false or misleading statements and do not\n otherwise infringe on the rights of any third party; (iv) the Search\n Service and all actions occurring as a result of the Search Service are\n in compliance with all applicable laws; and (v) Company will not permit\n to appear in, or be uploaded to any Microsoft property or equipment,\n including the Pane, any messages, data, images or programs, that would\n violate the property rights of others, including unauthorized\n copyrighted text, images, programs or trade secrets or other\n confidential and\/or proprietary information, or trademarks or service\n marks used in an infringing fashion. Notwithstanding anything in this\n Agreement, Company makes no warranty with respect to content of third\n party Web sites that end-users may link to via Company's Search Services\n results. Company shall indemnify and defend or, at its option, settle\n (including, without limitation, payment of reasonable attorneys' fees\n and other expenses of litigation) all third party claims, suits or\n proceedings brought against Microsoft by a third party and arising from\n or related to any breach by Company of the warranties set forth in this\n Section 5.1, provided that Microsoft cooperates as set forth in Section\n 5.3. In the event that Microsoft receives notice which alleges that the\n Search Service\n\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\nCompany Search Services Agreement\n\n\n Page 5\n\n\n\n or any portion thereof or any materials delivered hereunder (a) violate\n any applicable laws, and\/or (b) infringe the copyrights, trademarks,\n service marks or any other proprietary right of any third party,\n Microsoft shall notify Company of such allegation and Company shall have\n 24 hours (or one business day, whichever is longer) from receipt of\n notice in which to resolve such matters. If Company has not resolved\n such matters within 24 hours (or one business day, whichever is longer)\n from receipt of notice, Microsoft reserves the right to immediately\n remove the Company's Search Service from the MSN Search Pane, pending\n the earlier of satisfactory resolution of such matters (e.g. the\n Company's discontinuing or suspending of such material from Company's\n Search Services) or Company's written notice to Microsoft that Company\n has determined such allegations are meritless and therefore Company will\n continue inclusion of such material in Company's Search Service. Any\n implementation of such suspension shall take place only on Microsoft's\n servers without changing user preferences on users' computers and that\n such implementation does not disable Microsoft's ability to reverse the\n suspension. No payments will be due during the period Company's Search\n Services are suspended and the Term of this Agreement will be extended\n on a day for day basis for every day the Search Services are suspended.\n Microsoft will use reasonable efforts to assist Company in resolution of\n such matters. In the event that Company is in material breach of the\n warranties set forth in this Section 5.1(ii), (iii) or (v) and such\n breach relates solely to Company Search Results that cannot be suspended\n or removed by Company, then Microsoft's remedies for such breach shall\n be limited to, at Microsoft's option, (A) requiring Company to fulfill\n its indemnity obligation as set forth in this section; (B) if the breach\n occurs during the GTIAB Term, suspending inclusion of Company Search\n Results with the MSN Search Pane in which case payments by Company will\n also be suspended, and\/or (C) terminating this Agreement in accordance\n with Section 7.3 provided that if Microsoft elects to terminate this\n Agreement during the Trial Period Term then Company shall receive a\n refund based on the percentage of the remaining Trial Period Guaranteed\n Queries from the time of notification.\n\n5.2 Microsoft. Microsoft warrants and represents that (i) Microsoft has\n sufficient authority to enter into this Agreement and (ii) all materials\n delivered by Microsoft to Company pursuant to this Agreement, if any, do\n not infringe the copyrights, trademarks, service marks or any other\n proprietary right of any third party. Microsoft shall indemnify and\n defend or, at its option, settle (including, without limitation, payment\n of reasonable attorneys' fees and other expenses of litigation) all\n third party claims, suits or proceedings brought against Company by a\n third party and arising from or related to any breach by Microsoft of\n the warranties set forth in this Section 5.2, provided that Company\n cooperates as set forth in Section 5.3.\n\n5.3 Indemnification Process. If any action shall be brought against either\n party (the \"Indemnified Party\") in respect to which defense may be\n sought from the other party (the \"Indemnifying Party\") pursuant to the\n provisions of this Section 5, the Indemnified Party shall promptly\n notify the Indemnifying Party in writing, specifying the nature of the\n action and the total monetary amount sought or other such relief as is\n sought therein. The Indemnified Party shall cooperate with the\n Indemnifying Party at the Indemnifying Party's expense in all reasonable\n respects in connection with the defense of any such action. The\n Indemnifying Party may upon written notice to Indemnified Party\n undertake to conduct all proceedings or negotiations in connection\n therewith, assume the defense thereof, and if it so undertakes, it shall\n also undertake all other steps or proceedings to settle or defend any\n such action, including the employment of counsel which shall be\n reasonably satisfactory to Indemnified Party, and payment of all\n expenses. Indemnified Party shall have the right to employ separate\n counsel at Indemnified Party's own expense and participate in the\n defense.\n\n5.4 THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY THE PARTIES. EACH\n PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATION EXPRESS\n OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF\n MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR\n PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,\n\n\nCompany Search Services Agreement\n\n\n Page 6\n\n\n\n COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT MICROSOFT HAS NOT MADE\n ANY EXPRESS OR IMPLIED REPRESENTATIONS, ASSURANCES AND\/OR WARRANTIES\n REGARDING THE NUMBER OF CLICK THROUGHS OR WEB PAGE VIEWS WHICH MAY BE\n GENERATED BY THE IMPRESSIONS DELIVERED HEREUNDER AND THAT COMPANY HAS\n NOT RELIED ON ANY STATEMENTS BY MICROSOFT OR ANY THIRD PARTIES IN\n RELATION THERETO IN ENTERING INTO THIS AGREEMENT.\n\n6. LIMITATION OF LIABILITIES\n\n NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,\n CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO\n THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF\n BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,\n AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF\n SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY\n TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) CONFIDENTIALITY\n OBLIGATIONS UNDER SECTION 4; AND (C) LIABILITY FOR DAMAGES OR SETTLEMENT\n AMOUNTS EACH PAID TO THIRD PARTIES UNDER THE INDEMNIFICATION SECTION SET\n FORTH IN SECTION 5.\n\n7. RENEWAL AND TERMINATION\n\n7.1 Term. This Agreement shall commence on the Effective Date and continue\n through the Term unless earlier terminated as provided in this Section 7\n or unless extended as provided in Sections 3.1 and 3.2.\n\n7.2 Renewal. If either party desires to extend the GTIAB Term, then such\n party shall give written notice to the other party no later than [*]\n days prior to the expected expiration date. If either party gives such\n notice, the parties shall negotiate the terms and conditions of such\n extension in good faith for a [*] day period beginning on the date the\n receiving party receives such notice. If no such notice is given or if\n the parties fail to reach an agreement on such extension prior to the\n expiration date following the giving of such notice, this Agreement\n shall terminate as set forth in Section 7.1.\n\n7.3 Termination For Cause. In addition to any other rights and\/or remedies\n that either party may have under the circumstances, all of which are\n expressly reserved, either party may terminate this Agreement\n immediately upon written notice at any time if:\n\n (a) The other party is in material breach of any material warranty,\n representation, term, condition or covenant of this Agreement,\n other than those contained in Section 4.2 and 4.3, and fails to\n cure that breach within [*] days after written notice thereof;\n or\n\n (b) The other party is in material breach of Section 4.2 or 4.3; or\n\n (c) Either party makes any assignment for the benefit of creditors\n or suffers or permits the commencement of any form of\n receivership proceeding; or has any petition under any\n bankruptcy law filed against it, which petition is not dismissed\n within sixty (60) days of such filing; or has a trustee or\n receiver appointed for its business or assets or any part\n thereof.\n\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\nCompany Search Services Agreement\n\n\n Page 7\n\n\n\n7.4 Termination Without Cause. Within the Trial Period Term Microsoft shall\n have the sole right to terminate without cause this Agreement at any\n time upon forty eight (48) hours prior written notice to Company. Either\n party shall have the right to decline without cause entering the GTIAB\n Term upon written notice to the other party no less than fifteen (15)\n days prior to the end of the Trial Period Term. Neither party shall be\n responsible to the other for any costs or damages resulting from the\n termination of this Agreement pursuant to this Section 7.4.\n\n7.5 Effect of Termination. In the event of termination or expiration of this\n Agreement for any reason, Sections 4, 5, 6, 7.5 and 8 shall survive\n termination. For the avoidance of doubt, if Microsoft terminates this\n Agreement pursuant to Section 7.3, Company shall not be required to pay\n payments not yet due pursuant to Section 3.1 and Section 3.2. If\n Microsoft terminates this Agreement pursuant to Section 7.4 or if\n Company terminates this Agreement pursuant to Section 7.3, Microsoft\n will refund the applicable guarantee prorated based on the number of\n Queries delivered to Company versus the number of Trial Period\n Guaranteed Queries or Guaranteed Queries, as applicable. Upon\n termination both parties shall, upon written request, return or certify\n destruction of Confidential Information of the other party. Neither\n party shall be liable to the other for damages of any sort resulting\n solely from terminating this Agreement in accordance with its terms.\n\n8. GENERAL\n\n8.1 Independent Contractors. The parties are independent contractors with\n respect to each other, and nothing in this Agreement shall be construed\n as creating an employer-employee relationship, a partnership, agency\n relationship or a joint venture between the parties.\n\n8.2 Governing Law. This Agreement shall be governed by the laws of the State\n of Washington as though entered into by Washington residents and to be\n performed entirely within the State of Washington. In any action or suit\n to enforce any right or remedy under this Agreement or to interpret any\n provision of this Agreement, the prevailing party shall be entitled to\n recover its costs, including reasonable attorneys' fees.\n\n8.3 Assignment. Except to the surviving entity in a merger or consolidation\n in which an assigning party participates or to a purchaser of all or\n substantially all of an assigning party's assets, so long as such\n surviving entity or purchaser shall expressly assume in writing the\n performance of all of the terms of this Agreement, neither party may\n assign this Agreement, in whole or in part, without the prior written\n approval of the other party. Such approval shall not be unreasonably\n withheld or delayed. Any attempted assignment, sub-license, transfer,\n encumbrance or other disposal not in conformance with this Section 8.3\n shall be void and shall constitute a material default and breach of this\n Agreement.\n\n8.4 Construction. In the event that any provision of this Agreement\n conflicts with governing law or if any provision is held to be null,\n void or otherwise ineffective or invalid by a court of competent\n jurisdiction, (i) such provision shall be deemed to be restated to\n reflect as nearly as possible the original intentions of the Parties in\n accordance with applicable law, and (ii) the remaining terms,\n provisions, covenants and restrictions of this Agreement shall remain in\n full force and effect. This Agreement has been negotiated by the parties\n and their respective counsel and will be interpreted fairly in\n accordance with its terms and without any strict construction in favor\n of or against either party. The section headings used in this Agreement\n are intended for convenience only and shall not be deemed to affect in\n any manner the meaning or intent of this Agreement or any provision\n hereof.\n\n8.5 Notices. All notices and requests in connection with this Agreement\n shall be given in writing and shall be deemed given as of the day they\n are received either by messenger, delivery service, or in the United\n States of America mails, postage prepaid, certified or registered,\n return receipt requested, and addressed as follows:\n\n\nCompany Search Services Agreement\n\n\n Page 8\n\n\n\n To Company: To Microsoft:\n\n [*] [*] \n \n\n or to such other address as a party may designate pursuant to this\n notice provision.\n\n8.6 Force Majeure. Neither party will be responsible for any delay or\n failure to perform its obligations under this Agreement due to causes\n beyond its reasonable control, including but not limited to, acts of\n God, war, riot, embargoes, acts of civil or military authorities,\n earthquake, fire, supplier shortage, Internet outage, floods or\n accidents.\n\n8.7 Entire Agreement. This Agreement does not constitute an offer by\n Microsoft and it shall not be effective until signed by both parties.\n This Agreement constitutes the entire agreement between the parties with\n respect to the subject matter hereof. This Agreement does not affect the\n Premier Search Services Agreement dated January 21, 2000 (as amended\n January 21, 2001) between Microsoft and Company which remains in full\n force and effect. This Agreement shall not be modified except by a\n written agreement dated subsequent to the date of this Agreement and\n signed on behalf of Company and Microsoft by their respective duly\n authorized representatives. No waiver of any breach of any provision of\n this Agreement shall constitute a waiver of any prior, concurrent or\n subsequent breach of the same or any other provisions hereof, and no\n waiver shall be effective unless made in writing and signed by an\n authorized representative of the waiving party.\n\nThe parties have caused this Agreement to be executed by their duly authorized\nrepresentatives as of the Effective Date.\n\nMICROSOFT CORPORATION GOTO.COM, INC.\n\n\/s\/ Cory H. Van Arsdale \/s\/ Todd Tappin\n-------------------------------- --------------------------------\nBy (signature) By (signature)\nCory H. Van Arsdale Todd Tappin\n-------------------------------- --------------------------------\nName (print) Name (print)\nGM, MSN Business Development CFO\n-------------------------------- --------------------------------\nTitle Title\n4\/27\/01 4\/24\/01\n-------------------------------- --------------------------------\nDate Date\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\nCompany Search Services Agreement\n\n\n Page 9\n\n\n\n EXHIBIT A\n\n COMPANY SEARCH SERVICE PLACEMENT SPECIFICATIONS\n\nA. DESCRIPTION OF SEARCH SERVICE\n\nThe parties acknowledge that Microsoft will display all Company Search Results\ndelivered by Company for any particular Query up to a maximum of three (3) on\nthe MSN Search Pane, which will substantially conform with the Look and Feel\nshown below in Figure 1. If Company has fewer than three (3) Company Search\nResults, Company will send one, two, or zero Company Search Results for\nMicrosoft's inclusion on the MSN Search Pane. During the Trial Period Term, the\nMSN Search Pane and the Company Search Results shall appear as shown in Figure 1\nunless changes are mutually agreed upon by both parties.\n\nB. GENERAL MICROSOFT OBLIGATIONS \/ BASIC PLACEMENT\n\nFigure 1 shows the ordering of the Search Pane elements. That is, from top to\nbottom, the elements will be a search box --where an end-user can easily enter\nand submit a query with the words \"Search the Web\" or similar words--Featured\nSites, Company Search Results, and other elements, which may include Web\nDirectory and Web Crawl links. Company Search Results will have the heading\n\"Sponsored Links,\" but the heading may be modified by mutual agreement of the\nparties. Microsoft retains the right to decide the overall Look and Feel of the\nMSN Search Pane. However, Microsoft shall not modify any aspect of the Company\nSearch Results (including the data contained therein), and shall ensure that the\nCompany Search Results appear in the same internal order as provided by Company\nand are displayed together without other content of any kind between Company\nSearch Results. Microsoft shall provide consistent presentation: [*]. Each\nCompany Search Result will feature a full title with a maximum length of 40\ncharacters and a full description of up to 190 characters. The full description\nwill be evident when an end-user mouses over Company Search Results (see Figure\n1).\n\n FIGURE 1\n\n Ordering of Search Pane Elements\n\n [SCREENSHOT OF MSN SEARCH PAGE]\n\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\nCompany Search Services Agreement\n\n\n Page 10\n\n\n\nDuring the Term, Microsoft will make reasonable commercial efforts not to make\ndesign changes (including, but not limited to, [*]) that reduce the Click\nThrough Rate. If during the Term, any design or other change initiated by\nMicrosoft causes the Click Through Rate to experience a decline greater than\n[*]%, and upon written notification from Company, Microsoft will make\ncommercially reasonable efforts within a [*] period to return the Click Through\nRate to where it was immediately prior to the design or other change. If, after\nthis [*] period, the Click Through Rate is less than the Baseline Click Through\nRate, and upon written notification from Company, Company's payment requirements\nunder Section 3.2 will be reduced by a corresponding percentage for the period\nof time that the Click Through Rate remains below the Baseline Click Through\nRate.\n\nC. ENHANCED PLACEMENT\n\nDuring the GTIAB Term, Microsoft may make available to Company the option to\nhave Company Search Results at the top of the MSN Search Pane, above Featured\nSites in the space substantially similar to Featured Sites as shown in Figure 1.\nIf Microsoft decides, at its sole discretion, to make such an offer, it will\nmake the aforementioned offer in writing, along with initial placement\nassurances. Company will have five (5) business days to respond in writing. If\nCompany and Microsoft agree to elevate Company's Search Results to the top of\nthe Search Pane, above Featured Sites in the space substantially similar to\nFeatured Sites as shown in Figure 1, all other terms and conditions would apply\nas for the GTIAB Term, except rather than a guarantee of [*] annual rate, the\nguarantee to Microsoft would become [*] payable in equal monthly installments on\nan annual pro rata basis. That is, the revised monthly payments would be [*].\n\nD. GENERAL COMPANY OBLIGATIONS\n\nCompany shall send only Paid Search Results to Microsoft unless otherwise\nmutually agreed to by the parties.\n\nCompany shall ensure that Company Search Results presented to MSN Search Pane\nend-users, other than test Company Search Results, are at least one of the\nfollowing: (i) not different from the search results presented to Company\nend-users who initiate the identical search query on the Primary Web Site and\n(ii) of comparable quality when compared to results provided on the Primary Web\nSite.\n\nCompany shall not deliver Company Search Results for Restricted Term Queries\n(unless the parties agree otherwise). Microsoft has provided to Company a list\nof Restricted Terms, which Company has accepted. [*].\n\nDuring the Term with [*] notice, Microsoft may direct Company to remove certain\nCompany Search Results from appearing on the MSN Search Pane if, in Microsoft's\nreasonable discretion, the Company Search Results are [*] or link to content\nwhich is, by law, defamatory, obscene, profane or pornographic or in any way\nviolate any applicable law.\n\n\n* Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\nCompany Search Services Agreement\n\n\n Page 11\n\n\n EXHIBIT B\n\n SERVICE LEVEL AGREEMENT\n\n<\/pre>\n